Your attention is drawn in particular to clauses rendered in bold capitals in these terms. What follows is a summary for your convenience and does not form part of the agreement between you and Royal palace. It is your responsibility to read the clauses referred to:
You agree to provide Royal palace with true and correct information in order to provide service to you and give Royal palace permission to process your personal information (clause 4, 14).
You agree that these terms may change and that you will check regularly for changes on the Royal palace website (clause 5)
You agree that abusive behavior (verbally, physically, mentally etc) towards Royal palace’s staff or brand will not be tolerated (clause 6) may lead to account/order termination without refunds or legal prosecution.
You agree that you will ensure that you choose and be responsible for the products that suit your needs (clause 8)
You limit Royal palace’s liability and indemnify Royal palace for various acts or omissions (clause 17).
- “Royal palace” means the company and all it’s brands may assign, cede or delegate any of their rights or obligations to.
- Royal palace” means equipment operated together as a system by Royal palace to provide any Service or products, including without limitation tools, computers, servers, peripherals, routers, switches, Software, Databases, cables, generators, and uninterruptible power supplies.
- Royal palace Website” means the Internet website published at the URL “www.royalpalace.co.za” or another URL that Royal palace notifies the Client of from time to time.
- “Agreement” means these General Terms, Acceptable Use Policy, and applicable Service Terms, Service Orders and all annexures to any of these documents.
- “order” means a request to buy goods / Service(s) and / or provision of Good(s);
- “Business Day” means any day other than a Saturday, a Sunday or a public holiday in the Republic of South Africa.
- “Business Hour” means a period of 60 minutes between the hours of 08h00 and 17h00 South African Time, on a Business Day.
- ″Client” is the party described as such on any Application or Service Order executed between it and Royal palace.
- ″Client Data” means Data:
- transmitted to the Client using the Royal palace System, stored by the Client on the Royal palace System (or on the Client System as the case may be), or
- transmitted by the Client via the Royal palace System, in the day-to-day utilisation of a Service.
- ″Client Equipment” means any equipment owned by the Client
- “ClientZone” means the Client account login area of Royal palace’s portal, accessed by using Client credentials and passwords;
- “Data” means electronic representations of information in any form.
- “Database” means a collection of related data including, but not limited to, text, images sound and video, all of which have been created and integrated using a method of connecting and displaying the data into a collection of interrelated independent files or data which are stored together.
- ″Domain” means an Internet subdomain registered with an authorized registrar appropriate to its top-level domain (“TLD”) and comprising its constituent domain name server records including, but not limited to, host names, aliases, and mail exchange (“MX”) records.
- ″Emergency Maintenance” means maintenance to the Royal palace System intended to remedy existing circumstances or prevent imminent circumstances that are likely to cause danger to persons or property, an interruption to the Communication Services, or substantial loss to Royal palace, the Client or any third party.
- “Fee” in respect of each Service will be as noted in the Fee Schedule provided to the Client on initiation of the Service and adjusted from time to time.
- “Goods” means any and all goods to be provided by Royal palace to the Client in terms of this Agreement, including without limitation equipment, hardware and third-party software.
- “Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably be expected from a skilled and experienced service provider providing similar services and goods to those provided under this Agreement. Such a service provider would seek in good faith to comply with its contractual obligations, and with all applicable laws, codes of professional conduct, relevant codes of practice, relevant standards, and all conditions of planning and other consents.
- “Intellectual Property Rights” means patents, registered designs, trademarks (whether registered or otherwise), copyright, trade secret rights, database rights, design rights, service marks and other intellectual property rights and rights to claim something as confidential information, including in other jurisdictions, that grant similar rights.
- “Malicious Code” means anything that contains any computer software routine or code intended to:
- allow unauthorised access or use of a computer system by any party, or disable, damage, erase, disrupt or impair the normal operation of a computer system, and includes any back door, time bomb, Trojan horse, worm, drop dead device or computer virus.
- “Order” means a goods, license, services and / or work order agreed to in terms of this Agreement describing the specific Goods or Services to be provided by Royal palace to the Client.
- ″Service Terms” means a document describing the terms on which Royal palace will provide a particular Good or Service, as amended from time to time.
- ″General Terms” means this document.
- ″Software” means any computer programme (whether source- or object code), as well as any database structure or content, artistic work, screen layout, cinematograph film, sound recording, preparatory material, user or technical documentation or any other work created in connection therewith and any modifications, enhancements or upgrades thereto.
- “Supplier” means a supplier of goods and / or services to Royal palace.
- ″User/s” means the Client or any other person accessing any Services/goods provided by Royal palace.
2.How the Agreement Works
- The Goods and Services that Royal palace will provide to the Client will be described in Orders.
- These General Terms apply to all Services and products offered.
- More details of particular Goods or Services may be contained in Service Terms.
- The Order(s), Service Terms, and this document together form the Agreement between Royal palace and the Client. If the Parties enter into a Service Level Agreement or agree to an annexure to any of these documents, these will also form part of the Agreement.
- If there is any conflict between any of these documents, they will be interpreted in descending order of precedence as follows: General Terms (this document), Service Terms, Service Order, Acceptable Use Policy, and Service Level Agreement, unless otherwise expressly stated in writing.
3.Applications and Initiation
- Royal palace will provide the Goods and Services to the Client as described in an Application or Service Order in terms of the Agreement.
- Royal palace reserves the right to refuse to commence provision of Services or goods based on the Client’s prior conduct.
- An Application must be submitted via the Royal palace Website or ClientZone. Once an Application is accepted by Royal palace it becomes an Order.
- Each Order (read with the other documents mentioned above) will be a separate contract between the Client and Royal palace (unless amended or renewed by another Order).
- The terms of one Application or Service Order will not apply to another, unless an Order amends or renews an existing Service Order or adds Goods or Services to an existing contract.
- If the Client has not complied with a requirement of this clause, Royal palace may delay providing the Goods or Services until the Client has complied. If the Client does not comply within a reasonable period, Royal palace may terminate this Agreement and will not be liable for any damage that the Client may suffer as a result.
- The Client confirms that all statements made to Royal palace are true and correct. Royal palace reserves the right to request proof of any facts or claims. The Client also commits to providing Royal palace with necessary information required in the provision of the selected Services, and (where applicable) consent to the use or sharing of this information with 3rd parties to comply with regulatory conditions (such as Domain Registration Listings) within the guidelines of applicable privacy legislation.
- Royal palace reserves the right to, at any time, request verification of the identity of the Primary Account Holder.
- The Client (or the Client’s agent) certifies that the Client is above the age of 13 years, has full contractual capacity and (in the case of an agent) is duly authorised by the Client to contract on the Client’s behalf.
- The Order(s) and this Agreement, the Services or the interpretation of the supporting documents shall be governed by the laws of the Republic of South Africa and the courts of South Africa will decide any disputes.
- If the Client or its staff engages in behaviour that is a contravention of the Acceptable Use Policy or may be considered offensive to Royal palace or its staff, Royal palace reserves the right to suspend or terminate the Client’s Services & orders without refund, irrespective of the form and medium of this abuse.
- In the event that any of the terms of this document are found to be invalid, unlawful or unenforceable, such terms will be severable from the remaining terms, which will continue to be valid and enforceable.
- Royal palace reserves the right to remove any content hosted by a Client which it considers illegal or contrary to the AUP or for which it has received a takedown notice.
5.Terms Subject to Change
- Royal palace may amend the General Terms and Service Terms at any time. The amended versions will be posted on the Royal palace Website. The Client also has a duty to duty to keep itself informed of the latest version of the above documents by accessing the Royal palace Website on a regular basis.
- If the Client objects to any of amendment, it may terminate the Agreement, and the termination will become effective at the end of the normal notice period.
- If Royal palace changes its Fees, the change must take place as described in this clause.
6.Interactions with Staff and Royal palace Brand
- Clients will be held accountable for their conduct towards Royal palace staff and in the public domain with regard to allegations or malicious conduct directed towards Royal palace or its staff.
- Abusive behaviour, including (but not limited to) aggression, offensive language or conduct, including threats or any type of intimidation on a forum or directed at Royal palace or its staff will be deemed abusive and will not be tolerated. Such conduct may constitute an AUP violation and Royal palace reserves the right to suspend or terminate Services to a Client in such cases.
- Clients using public platforms including to spread libel, false allegations, unreasonably or maliciously diminish the reputation or public perception of the Royal palace brand and all its brands may have their Services suspended or terminated, depending the severity and circumstances of the incident(s), and may also be regarded as contrary to the AUP.
- By engaging Royal palace or ordering from Royal palace you agree that you won’t engage in any negative commenting or reviews on any public platform that will negatively affect Royal palace brand and all its brands that may results in your orders and services being suspended or terminated without refund, depending on the severity and circumstances of the incident(s), and may also be regarded as a breach of this agreement. All payments, exchanges or refunds may be permanently stopped or paused until the negative comment/s or negative review/s withdrawn depending the severity and circumstances of the incident(s) at Royal palace’s discretion.
7.Availability of Services & Products
- Royal palace cannot guarantee the provision of the requested Service and goods upon the receipt of an Application.
- Provision of the Service and goods is subject to Royal palace confirming that it is technically feasible to do so.
8.Choice of Services and Products
- Royal palace offers online ordering and signup for all products and Services only via Royal palace. The Client is solely responsible for ensuring that their choice of product or service conforms to their requirements or desired outcome. Royal palace will not be liable for compensation, costs or damages resulting from incorrect selection of products or services, or resultant delays in rectifying such errors.
- Royal palace provides Services on the basis of information provided by the Client, and Royal palace offers no warranty as to the suitability of the Services beyond the requirements as expressed by the Client.
- Royal palace reserves the right to stop offering particular Services and goods if it deems it necessary.
- Clients may only use a referral program to refer other possible clients. Clients that try to refer themselves via other accounts, whether setup using spoofing methods or simply as duplicate referrals will not receive any discounts or payments.
- Should a referred client decide to cancel its orders, Royal palace reserves the right to reverse both the referrer and the referee’s credits.
10.Payment and Penalties
- Royal palace only accepts EFT, direct deposit, and online Card payments and will only accept alternative payment under specific circumstances and only by prior arrangement at Royal palace ‘s discretion.
- Declined Credit Cards, eft payments that did not reflect in our account or any other irregularity regarding payment which results in non-payment may result in immediate suspension of delivery of goods and Services (which may not be limited to the particular Service in question). Royal palace retains the right to suspend any orders for non-payment, and to withhold such goods and Services until all arrears are settled in full on any and all products and Services that includes all eft payments on which proof of payment was sent and the money not reflecting in our account.
- Royal palace reserves its rights to change its prices at any time on reasonable notice, which will not be less than 30 days, as per the minimum term of a month to month agreement.
- Royal palace may charge an Admin Fee for failed or returned payments, regardless of method of payment or the reason for non-payment. Such Admin Fees are payable immediately and in conjunction with the outstanding fees which resulted in non-payment. Admin Fees will be calculated on a sliding scale based on the number of incidents of non-payment on the Client’s payment record. Non-payment of Admin Fees will be considered non-payment and will be subject to the same terms. Once levied, Admin Fees are not recoverable or reversible, regardless of whether payment is made within the prescribed period.
- In the case of billing disputes, the onus is upon the Client to raise such disputes in good time to prevent interruption of services or orders while the billing is in dispute. Reparations will be made to Clients with successful disputes by means of an account credit or refund, at Royal palace’s discretion.
- Royal palace reserves the right to terminate services /orders where a Client has shown a repeated disregard for payment terms and consistently fails to make regular scheduled payments on time and using approved payment methods. The conditions of termination will be based on guidelines determined at Royal palace’s discretion and may vary. The means and terms of termination will be determined at Royal palace’s discretion. Notice of termination will be provided to the best of Royal palace’s ability, but Royal palace will not be held liable for claims or requests for further provision of services once a Client’s services have been terminated due to non-payment.
- Unless otherwise agreed: Services and goods are billed in advance and all invoices must be paid by the Client in advance.
- Any Services and goods invoiced in arrears are payable on presentation of invoice.
- All Fees and other amounts payable are quoted exclusive of VAT.
- Interest will be charged on any amount that remains unpaid by the Client beyond the due date of payment:
- The prime overdraft rate will be as charged by Royal palace’s bankers at the time, which will be evidenced by a certificate issued by any manager of that bank, whose authority it shall not be necessary to prove.
- Refunds takes 7 to 31 days from the day of confirmation
11.Term and Termination
- Either the Client or Royal palace may terminate the agreement, or a particular Service, by giving one a notice to the other.
- The Client must give notice of termination to Royal palace via accounts email. Cancellation of any Service or order is the Client’s responsibility and to effect such cancellation a client must email accounts. The Client is responsible for ensuring that such cancellation of service is actioned with due attention to terms of cancellation, as well as cancellation conditions which require the Client to specifically indicate a required process. Should the Client incorrectly complete the cancellation process, Royal palace will not be liable for any additional costs or compensation due to the error. Cancellation will not take effect if the client is owing Owing includes failed debit orders, failed credit payments, eft payments not yet to reflecting and you will only be considered not owing when the eft payment reflects)
- Either party may terminate this Agreement and any service provision where there is a breach of this Agreement by the other which has not been remedied within seven (7) days of receipt of written notice to do so.
- The Client acknowledges that Royal palace may terminate this Agreement by written notice.
- Should Royal palace agree to the acquisition or transfer of any or all of it’s services to another company, such services and services agreements will be transferred to the acquiring entity. Clients affected will be notified of such changes and any potential impact to their service agreement within the minimum term (30 days) of a month to month agreement.
13.Client Information and Privacy
- Clients signing up for services and goods as a Primary Contact are considered as “the client” and no other parties will be permitted access or authority to the Client Account, even if they are a 3rd party recipient or affiliate of the “client”.
- Royal palace will observe all privacy of information best practices, in accordance with the applicable laws of South Africa, including the Protection of Personal Information Act (POPI) of 2013.
- The Client consents to Royal palace processing Personal Information transmitted to the Royal palace System in a way that is consistent with the Service being provided. Where the Client’s use of a Service leads to the transmission of Personal Information to or from the Republic of South Africa, the Client acknowledges that it has a duty to comply with any relevant statutory provisions dealing with data privacy either in the Republic of South Africa or in any foreign country to which the Personal Information is transmitted. The Client warrants that it has obtained the consent of any third party for the use of that party’s Personal Information in this way, or otherwise that such processing is lawful, and indemnifies Royal palace from any claim brought by such third party as a result of its failure to do so.
- Royal palace may retain backups as a matter of course for up to one year after termination, and the Client consents to such retention. However, Royal palace gives no warranty in respect of the effectiveness of such backups (if any).
- Royal palace will implement measures in line with Good Industry Practice to ensure the security of the Royal palace System and the physical security of Royal palace’s premises but gives no warranty that breaches of security will not take place.
- If the Client discovers a security violation or thinks that a security violation is imminent, it must immediately notify Royal palace in an appropriate way that does not further compromise security concerns.
- If the Client suffers damage as a result of loss or corruption of Client Data through a security violation, it will be liable for the damage if the violation was the Client’s fault.
- The Client must not do anything that may harm Royal palace financial or prejudice the security of the Royal palace System, and must take all reasonable measures necessary to ensure that:
- no unlawful access is gained to Royal palace’s premises, the Royal palace System, or the Client’s own system;
- no Malicious Code is introduced into the Royal palace System; and the Client Data is safeguarded.
- If a security violation occurs, or Royal palace is of the view that a security violation is imminent, Royal palace may take whatever steps it considers necessary to maintain the proper functioning of the Royal palace System including without limitation:
- changing the Client’s access codes and passwords (or those of any user of the Royal palace System), and
- preventing access to the Royal palace System.
- Royal palace takes reasonable measures to provide disaster recovery but does not warrant that recovery will be successful or that it will be completed within any time limit.
- The Client must give its full cooperation to Royal palace in any investigation that may be carried out by Royal palace regarding a security violation.
- If the Client is providing any service to third parties that makes use of the Royal palace System, the Client must contractually bind those third parties to equivalent terms regarding security as are set out in this clause 15.
- Royal palace may on prior written notice to the Client inspect the Client’s installation and Client Equipment located on Royal palace’s premises to ensure compliance with the building regulations and restrictions agreed between the parties.
15.Suspension or Terminations of Service
- Royal palace may, subject to this Agreement or Acceptable Use Policy, suspend or terminate services of a Client in its absolute discretion by providing email notice if:
- the Client commits a serious or repeated breach of the Agreement or the Client engages in any conduct which in Royal palace’s opinion would have a negative impact on Royal palace, other clients or Royal palace’s staff or is detrimental to the welfare, good order or character of Royal palace; or
- The information the Client-supplied to Royal palace is found to be incorrect or false;
- Royal palace reasonably thinks that the Client’s use of the Services may result in the commission of a crime or is otherwise unlawful.
- Royal palace reserves the right to effect such suspension or termination without notice, depending on the severity of the breach, but will undertake to inform Clients where possible. Upon such suspension or termination, such Clients:
- Will not be eligible for reimbursement/compensation, unless at Royal palace’s discretion
- Will not be eligible for payment under the Double Money Back Guarantee or similar promotion
- May be further barred from signing up for any services with Royal palace in the future
- May be reported to governing bodies, such as ISPA, for listing purposes
- May be listed with applicable authorities and credit bureaus.
- The period of suspension will be that which is reasonable under the particular circumstances that gave rise to the suspension.
16.Limitation of Liability and Indemnity
- Royal palace WILL NOT BE LIABLE TO THE CLIENT OR ANY THIRD PARTY IN RESPECT OF ANY AND ALL DAMAGES, LOSS, CLAIMS OR COSTS, OF WHATEVER NATURE AND INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, SUFFERED BY THE CLIENT OR THIRD PARTY, HOWSOEVER ARISING, AND Royal palace WILL MOREOVER NOT BE LIABLE WHETHER THE LOSS WAS THE RESULT OF THE ACT OR OMISSION OF AN Royal palace EMPLOYEE, VICARIOUS OR STRICT LIABILITY.
- In the event that Royal palace is nonetheless held liable, the quantum of Royal palace’s liability will not exceed the monthly or pro-rata fees due for the Service that occasioned the loss, in the preceding three (3) months, regardless of whether the claim arises out of negligence on the part of Royal palace or any other cause.
- USE OF THE SERVICES INDICATES THAT THE CLIENT INDEMNIFIES AND HOLDS HARMLESS Royal palace IN RESPECT OF ANY DAMAGES, LOSS OR COSTS OR CLAIMS INSTITUTED AGAINST Royal palace ARISING FROM ANY APPLICATION OR SUBSCRIPTION TO OR USE OF ANY SERVICE OR BREACH OF THE TERMS AND CONDITIONS APPLICABLE TO IT.
- These limitations on liability and indemnities apply to the benefit of Royal palace and Royal palace ‘s Affiliates, directors, officers, employees, contractors, agents and other representatives, as well as any third parties whose networks are connected to the Royal palace System.
- Nothing contained in this clause 17 will limit the Client’s liability in respect of charges incurred for ongoing Services.
- If the Consumer Protection Act 68 of 2008 is applicable to this Agreement, and any provision of this clause 17 is found by a court or tribunal with jurisdiction over Royal palace to be unfair, unreasonable or unjust, then that provision (whether it be a word, phrase or sub-clause) will be severed, and the remainder of this clause 17 will have full force and effect.
- In the case of ambiguity, this clause 17 will take precedence over any expression of the Parties’ intention, whether express or implied, that may be contained elsewhere in this Agreement.
- All requests by the Client for the provisioning, modification or termination of Services, and for modification of contact and other personal information must be made via ClientZone and Royal palace reserves the right to ignore any such request made in any other manner.
- The Parties choose their addresses where they will accept service of any notices/documents for all purposes (apart from as described in clause 19.1) arising from this Agreement (domicilium citandi et executandi):
- in the case of Royal palace,and
- in the case of the Client, the addresses set out in the most recent Service Order agreed between the Parties.
- Either Party may vary its given postal address or other contact details by notifying the other Party in writing.
- Any notice given in terms of this Agreement must be in writing and any notice given by any Party to another (“the addressee”) which:
- is delivered by hand will be deemed to have been received by the addressee on the date of delivery; or
- if sent by fax during Business Hours, upon production of a satisfactory transmission report by the fax machine which sent the fax and if outside such Business Hours then at the beginning of the next Business Day; or
- is transmitted by email will be deemed to have been received upon confirmation of receipt (not automated receipt) thereof by the addressee; or
- is posted by pre-paid registered post from an address within the Republic of South Africa to the addressee at its chosen postal will be deemed to have been received by the addressee on the 7th (seventh) day after the date of posting.
- Despite the above:
- any notice that Royal palace sends by email to an email account hosted on the Royal palace System by the Client will be deemed to have been received by the Client on the date of transmission; and
- if a written notice or communication is actually received by one of the Parties from the other, this will be adequate written notice or communication to that Party.
18.Interpretation & General
- Whole Agreement. This Agreement is the whole of the agreement between the parties, and no document or statement not mentioned above will form part of it. Only a written variation, waiver or cancellation agreed to by both parties will be of any effect.
- Applicable Law & Jurisdiction. The law of the Republic of South Africa will apply to this Agreement, its interpretation and any matter or litigation relating to or arising from it, and the parties consent to the jurisdiction of the courts of Republic of South Africa in this regard.
- For the avoidance of doubt, any provision of this Agreement that anticipates any right or duty extending beyond the termination or expiry of this Agreement will survive the termination or expiry of this Agreement and continue in full force and effect.
- No Indulgence. If one party chooses not to enforce any part of this Agreement, that does not mean that the party cannot enforce that part at a later time. If any part of the Agreement is found to be unenforceable, the rest will still be enforceable.
- The signatories hereto acting in representative capacities warrant that they are authorized to act in such capacities, and accept personal liability under this Agreement should they prove not to be so authorized.
- Reading Down. If a provision of this Agreement is reasonably capable of an interpretation which would make that provision valid and enforceable and an alternative interpretation that would make it void, illegal, invalid or otherwise unenforceable, then that provision shall be interpreted, so far as is possible, to be limited and read down to the extent necessary to make it valid and enforceable.
- In the event that any part of this Agreement is found to be partially or fully unenforceable because it does not comply with any law, or for any other reason, this will not affect the application or enforceability of the remainder of this Agreement.